Sep 2, 2025

Sep 2, 2025

From term sheet to SPA: a realistic timeline

What usually happens between signing a term sheet and closing the share purchase agreement.

What usually happens between signing a term sheet and closing the share purchase agreement.

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Week 0–1: Kickoff

  • Data room, workstreams, counsel alignment.

Week 2–3: Drafts

  • SPA first draft, disclosure letter outline, diligence Q&A.

Week 4–5: Negotiation

  • Reps and warranties, covenants, indemnities, caps and baskets.

Week 6+: Closing prep

  • CP tracker, regulatory filings, signing mechanics.

Timelines vary. Bottlenecks are usually diligence and approvals, not the documents.